SEC Filings

ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017
Entire Document

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 7, 2017, in connection with the entry by the Company into the Purchase Agreement, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved certain compensatory arrangements of Randel G. Owen, Executive Vice President and Group President-Ambulatory Services, conditioned on the completion of the transactions contemplated under the Purchase Agreement and Mr. Owen’s waiver of any claims he may have to severance and other benefits. The Committee approved the acceleration of vesting of Mr. Owen’s 2016 award of performance-based units, 2016 option award, 2017 restricted stock unit award and 2017 award of performance-based units, in each case providing that all unvested shares under each such award shall automatically vest upon the Closing. The performance-based units will vest at the target share number set forth in the applicable award agreements. In addition, the Committee approved a one-time cash transaction bonus of $1.5 million, which is payable to Mr. Owen at the Closing.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.



2.1    Stock Purchase Agreement, dated as of August 7, 2017, by and among Air Medical Group Holdings, Inc., Emergency Medical Services LP Corporation, AMR Holdco, Inc. and, for certain purposes of the Agreement, Envision Healthcare Corporation.*


* The schedules and exhibits to the Stock Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Registrant will furnish copies of such schedules and exhibits to the Securities and Exchange Commission upon request.